Form 8-K

8-K — CPI AEROSTRUCTURES INC

Accession: 0001999371-26-007364

Filed: 2026-03-31

Period: 2026-03-31

CIK: 0000889348

SIC: 3728 (AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March

31, 2026

CPI AEROSTRUCTURES, INC.

(Exact Name of Registrant as Specified in Charter)

New York

001-11398

11-2520310

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

91 Heartland Boulevard, Edgewood, New York 11717

(Address of Principal Executive Offices)

Registrant’s telephone number, including area

code: (631) 586-5200

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction

A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, $0.001 par value per share

CVU

NYSE American

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On March 31, 2026 CPI Aerostructures, Inc. (the

“Company”) issued a press release announcing financial results for the quarter and year ended December 31, 2025. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information furnished under this Item 2.02, including the exhibit related

thereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange

Act”) or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference

in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference

in such filing.

Item 8.01 Other Events

The Company expects to hold its 2026 Annual Meeting of

Shareholders on September 16, 2026, which is more than 30 days after the anniversary of the Company’s 2025 Annual Meeting of

Shareholders. As a result, in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, shareholder

proposals intended to be included in the Company’s proxy materials for the 2026 Annual Meeting must be received by the Company

no later than May 1, 2026.

Item 9.01

Financial Statements and Exhibits.

Exhibit

Description

99.1

Press Release, dated March 31, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 31, 2026

CPI AEROSTRUCTURES, INC.

By:

/s/ Dorith Hakim

Dorith Hakim

Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED MARCH 31, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

CPI AEROSTRUCTURES, INC. 8-K

Exhibit 99.1

CPI AEROSTRUCTURES REPORTS FOURTH

QUARTER

AND FULL YEAR 2025 RESULTS

Fourth Quarter 2025 vs. Fourth Quarter 2024

●

Revenue of $19.4 million compared to $21.8 million;

●

Gross profit of $3.9 million compared to $4.3 million;

●

Gross margin of 20.3% compared to 20.0%;

●

Net income of $0.7 million compared to net income of $1.0 million;

●

Earnings per share of $0.05 compared to earnings per share of $0.08;

●

EBITDA(1) of $1.6 million compared to $2.3 million;

Full Year 2025 vs. Full Year 2024

●

Revenue of $69.3 million compared to $81.1 million;

●

Gross profit of $10.6 million compared to $17.2 million;

●

Gross margin of 15.2% (21.1% excluding A-10 Program impact) compared to 21.3%;

●

Net (loss) income of ($0.8) million compared to net income of $3.3 million;

●

(Loss) earnings per share of ($0.07) compared to earnings per share of $0.26;

●

Adjusted EBITDA(1) of $1.0 million ($5.5

million excluding A-10 Program impact) compared to $7.8 million;

●

Debt as of December 31, 2025 of $18.4 million compared

to $17.4 million as of December 31, 2024.

EDGEWOOD, N.Y. – March 31,

2025 – CPI Aerostructures, Inc. (“CPI Aero” or the “Company”) (NYSE American: CVU) today announced financial

results for the three and twelve months ended December 31, 2025.

“2025 was a challenging year due to

the impact of the A-10 Program termination. Nevertheless, we took decisive actions to adapt and transition to new programs in the

second half of the year. In addition, we reported significant contract wins aligned with our Aerospace & Defense Programs strategy including new awards

from Raytheon, Lockheed Martin, the U.S. Air Force and Sikorsky Aircraft, across multiple aerospace and defense programs,”

said Dorith Hakim, President and CEO.

Added Ms. Hakim, “In 2025, we also achieved

significant milestones across multiple programs in support of critical defense priorities, including platforms currently in active use.

And in December 2025, we refinanced our debt with Western Alliance Bank extending the maturity to December 2030, lowering our interest

rate and improving other key terms of the facility. This transaction enhances our financial flexibility as we continue to execute on our

backlog and transition to new programs.”

Concluded Ms. Hakim, “As we move forward, we

remain committed to optimizing our portfolio and delivering sustainable value to our customers and shareholders, ending the year with

a strong backlog of $505 million. Looking ahead we will continue to focus on executing our backlog and building on our long-standing customer

relationships.”

About

CPI Aero

CPI Aero is a prime contractor

to the U.S. Department of Defense as well as a Tier 1 subcontractor to some of the largest aerospace and defense contractors in the world.

CPI Aero provides engineering, program management, supply chain management, assembly operations and MRO services to this global network

of customers. CPI Aero is recognized as a leader within the international aerospace market in such areas as aircraft structural assemblies,

military advanced tactical pod structures, engine air inlets, and complex welded products.

Our OEM customers in the defense

sector include Lockheed Martin Corporation/Sikorsky Aircraft, RTX Corporation, Collins Aerospace, L3Harris, Northrop Grumman Corporation

and the US Air Force, for a range of military aircraft, pod structures, radar and reconnaissance systems, and other aerospace components,

and in the civil aviation market include Embraer S.A. for business jet platforms.

Forward-looking

Statements

This press release contains forward-looking

statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act

of 1934, as amended. All statements, other than statements of historical fact, included in this press release are forward-looking statements.

Words such as “remain committed,” “continue,” and similar expressions are intended to identify these forward-looking

statements. These forward-looking statements include statements regarding the Company’s backlog, future opportunities and ongoing

customer relationships. The Company does not guarantee that it will actually achieve the plans, intentions or expectations disclosed

in its forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements.

Forward-looking statements involve risks

and uncertainties, and actual results could vary materially from these forward-looking statements. There are a number of important factors

that could cause the Company’s actual results to differ materially from those indicated or implied by its forward-looking statements,

including those important factors set forth under the caption “Risk Factors” in the Company’s Annual Report on Form

10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission. Although the Company may elect to do so at

some point in the future, the Company does not assume any obligation to update any forward-looking statements and it disclaims any intention

or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

CPI Aero® is a registered trademark of CPI

Aerostructures, Inc. For more information, visit www.cpiaero.com, and follow us on Twitter @CPIAERO.

Contacts:

Investor Relations Counsel

CPI Aerostructures, Inc.

Alliance Advisors IR

Robert Mannix

Jody Burfening

Chief Financial Officer

(212) 838-3777

(631) 586-5200

cpiaero@allianceadvisors.com

rmannix@cpiaero.com

www.cpiaero.com

CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31,

2025

December 31,

2024

ASSETS

Current Assets:

Cash

899,199

5,490,963

Accounts receivable, net

5,764,928

3,716,378

Contract assets, net

33,670,354

32,832,290

Inventory

800,823

918,288

Prepaid expenses and other current assets

2,272,696

634,534

Total Current Assets

43,408,000

43,592,453

Operating lease right-of-use assets

9,515,207

2,856,200

Property and equipment, net

412,553

767,904

Deferred tax asset, net

19,894,796

18,837,576

Goodwill

1,784,254

Other assets

229,691

143,615

Total Assets

75,244,501

67,982,002

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities:

Accounts payable

14,724,293

11,097,685

Accrued expenses

4,763,719

7,922,316

Contract liabilities

1,628,382

2,430,663

Loss reserve

138,426

22,832

Current portion of line of credit

—

2,750,000

Current portion of long-term debt

187,500

26,483

Operating lease liabilities

1,434,385

2,162,154

Income taxes payable

142,540

58,209

Total Current Liabilities

23,019,245

26,470,342

Line of credit, net of current portion

8,373,672

14,640,000

Long-term operating lease liabilities

8,353,120

938,418

Long-term debt, net of current portion

9,690,890

—

Total Liabilities

49,436,927

42,048,760

Commitments and Contingencies (see note 15)

Shareholders’ Equity:

Preferred stock - $.001 par value; authorized 5,000,000 shares, 0 shares, issued and outstanding

—

Common stock - $.001 par value; authorized 50,000,000 shares, 13,155,061 and 12,978,741 shares, respectively, issued and outstanding

13,155

12,979

Additional paid-in capital

75,142,168

74,424,651

Accumulated deficit

(49,347,749)

(48,504,388)

Total Shareholders’ Equity

25,807,574

25,933,242

Total Liabilities and Shareholders’ Equity

75,244,501

67,982,002

CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Years ended December 31, 2025 and 2024

2025

2024

Revenue

69,262,124

81,078,864

Cost of sales

58,706,055

63,840,803

Gross profit

10,556,069

17,238,061

Selling, general and administrative expenses

10,732,451

10,506,439

Income (loss) from operations

(176,382)

6,731,622

Interest expense

(1,567,840)

(2,288,834

)

Income (loss) before benefit (provision) for income taxes

(1,744,222)

4,442,788

Benefit (provision) for income taxes

900,861

(1,143,454

)

Net income (loss)

(843,361)

3,299,334

Income (loss) per common share-basic

(0.07)

0.26

Income (loss) per common share-diluted

(0.07)

0.26

Shares used in computing income (loss) per common share:

Basic

12,788,937

12,593,213

Diluted

12,788,937

12,709,237

Unaudited Reconciliation of GAAP to Non-GAAP Measures

Note: (1) Adjusted EBITDA is a non-GAAP measure

defined as GAAP income from operations plus depreciation, amortization and stock-compensation expense.

Adjusted EBITDA as calculated by us may be

calculated differently than Adjusted EBITDA for other companies. We have provided Adjusted EBITDA because we believe it is a commonly

used measure of financial performance in comparable companies and is provided to help investors evaluate companies on a consistent basis,

as well as to enhance understanding of our operating results. Adjusted EBITDA should not be construed as either an alternative to income

from operations or net income or as an indicator of our operating performance or an alternative to cash flows as a measure of liquidity.

The adjustments to calculate this non-GAAP financial measure and the basis for such adjustments are outlined below. Please refer to the

following table below that reconciles GAAP income from operations to Adjusted EBITDA.

The adjustments to calculate this non-GAAP

financial measure, and the basis for such adjustments, are outlined below:

Depreciation. The Company incurs depreciation

expense (recorded in cost of sales and in selling, general and administrative expenses) related to capital assets purchased, leased or

constructed to support the ongoing operations of the business. The assets are recorded at cost and are depreciated over

the estimated useful lives of individual assets.

Stock-based compensation expense. The

Company incurs non-cash expense related to stock-based compensation included in its GAAP presentation of cost of sales and selling, general

and administrative expenses. Management believes that exclusion of these expenses allows comparison of operating results to those of other

companies that disclose non-GAAP financial measures that exclude stock-based compensation.

Adjusted EBITDA is a non-GAAP financial measure

and should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. This non-GAAP

financial measure may not be computed in the same manner as similarly titled measures used by other companies. The Company expects to

continue to incur expenses similar to the Adjusted EBITDA financial adjustments described above, and investors should not infer from the

Company's presentation of this non-GAAP financial measure that these costs are unusual, infrequent, or non-recurring.

Reconciliation of income from operations to

Adjusted EBITDA is as follows:

Three months ended

Twelve months ended

December 31,

2025

2024

2025

2024

Income From Operations

1,245,603

2,074,655

(176,382 )

6,731,622

Depreciation

154,125

124,746

420,387

430,006

Stock Based Compensation

215,592

74,911

806,610

604,682

Adjusted EBITDA

1,615,320

2,274,312

1,050,615

7,766,310

A-10 Termination

—

4,474,135

—

Adjusted EBITDA Excluding A-10 adjustment

1,615,320

2,274,312

5,524,750

7,766,310

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